Terms and conditions - Installed

HRMantra TERMS OF USE

BY SIGNING OUR Installed HRMANTRA order form OR BY CLICKING THE "I ACCEPT" BUTTON
DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND
CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF HRMANTRA'S Software, INCLUDING
OFFLINE COMPONENTS (COLLECTIVELY, THE "Software"). IF YOU ARE ENTERING INTO THIS
AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE
THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE
TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY,
OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE"
BUTTON AND MAY NOT USE THE Software OR DO NOT SIGN OUR Installed HRMANTRA order
form.

Welcome

As part of the Software, HRMantra will provide you with use of the Software, including
a browser interface and data encryption, transmission, access and storage. Your
registration for, or use of, the Software shall be deemed to be your agreement to
abide by this Agreement including any materials available on the HRMantra website
incorporated by reference herein, including but not limited to HRMantra's privacy
and security policies. For reference, a Definitions section is included at the end
of this Agreement.

1. Privacy and Security; Disclosure

HRMantra's privacy and security policies may be viewed at https://www.HRMantra/privacyPolicy.aspx
HRMantra reserves the right to modify its privacy and security policies in its reasonable
discretion from time to time. Note that because the Software is an installed web
based application, HRMantra occasionally may need to notify all users of the Software
(whether or not they have opted out as described above) of important announcements
regarding the operation of the Software. If you become a paying customer of the
Software, you agree that HRMantra can disclose the fact that you are a paying customer
and the edition of the Software that you are using.

2. License Grant and Restrictions

HRMantra hereby grants you a non-exclusive, non-transferable, worldwide right to
use the Software, solely for your own internal business purposes, subject to the
terms and conditions of this Agreement. All rights not expressly granted to you
are reserved by HRMantra and its licensors.

You may not access the Software if you are a direct competitor of HRMantra. In addition,
you may not access the Software for purposes of monitoring its availability, performance
or functionality, or for any other benchmarking or competitive purposes. You shall
not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party the Software or the Content
in any way; (ii) modify or make derivative works based upon the Software or the
Content; (iii) create Internet "links" to the Software or "frame" or "mirror" any
Content on any other server or wireless or Internet-based device; or (iv) reverse
engineer or access the Software in order to (a) build a competitive product or Software,
(b) build a product using similar ideas, features, functions or graphics of the
Software, or (c) copy any ideas, features, functions or graphics of the Software.
User licenses cannot be shared or used by more than one individual User but may
be reassigned from time to time to new Users who are replacing former Users who
have terminated employment or otherwise changed job status or function and no longer
use the Software. You may use the Software only for your internal business purposes
and shall not: (i) send spam or otherwise duplicative or unsolicited messages in
violation of applicable laws; (ii) send or store infringing, obscene, threatening,
libelous, or otherwise unlawful or tortious material, including material harmful
to children or violative of third party privacy rights; (iii) send or store material
containing software viruses, worms, Trojan horses or other harmful computer code,
files, scripts, agents or programs; (iv) interfere with or disrupt the integrity
or performance of the Software or the data contained therein; or (v) attempt to
gain unauthorized access to the Software or its related systems or networks.

3. Your Responsibilities

You are responsible for all activity occurring under your User accounts and shall
abide by all applicable local, state, national and foreign laws, treaties and regulations
in connection with your use of the Software, including those related to data privacy,
international communications and the transmission of technical or personal data.
You shall: (i) notify HRMantra immediately of any unauthorized use of any password
or account or any other known or suspected breach of security; (ii) report to HRMantra
immediately and use reasonable efforts to stop immediately any copying or distribution
of Content that is known or suspected by you or your Users; and (iii) not impersonate
another HRMantra user or provide false identity information to gain access to or
use the Software.

4. Account Information and Data

HRMantra does not own any data, information or material that you submit to the Software
in the course of using the Software ("Customer Data"). You, not HRMantra, shall
have sole responsibility for the accuracy, quality, integrity, legality, reliability,
appropriateness, and intellectual property ownership or right to use of all Customer
Data, and HRMantra shall not be responsible or liable for the deletion, correction,
destruction, damage, loss or failure to store any Customer Data. In the event this
Agreement is terminated (other than by reason of your breach), HRMantra reserves
the right to withhold, remove and/or discard Customer Data without notice for any
breach, including, without limitation, your non-payment. Upon termination for cause,
your right to use HRMantra or use Customer Data immediately ceases, and HRMantra
shall have no obligation to maintain or forward any Customer Data.

5. Intellectual Property Ownership

HRMantra software Pvt Ltd (henceforth called “HRMantra”) alone (and its licensors,
where applicable) shall own all right, title and interest, including all related
Intellectual Property Rights, in and to the HRMantra Technology, the Content and
the Software and any suggestions, ideas, enhancement requests, feedback, recommendations
or other information provided by you or any other party relating to the Software.
This Agreement is not a sale and does not convey to you any rights of ownership
in or related to the Software, the HRMantra Technology or the Intellectual Property
Rights owned by HRMantra. The HRMantra name, the HRMantra logo, and the product
names associated with the Software are trademarks of HRMantra and no right or license
is granted to use them.

6. Third Party Interactions

During use of the Software, you may enter into correspondence with, purchase goods
and/or Softwares from, or participate in promotions of advertisers or sponsors showing
their goods and/or Softwares through the Software. Any such activity, and any terms,
conditions, warranties or representations associated with such activity, is solely
between you and the applicable third-party. HRMantra and its licensors shall have
no liability, obligation or responsibility for any such correspondence, purchase
or promotion between you and any such third-party. HRMantra does not endorse any
sites on the Internet that are linked through the Software. HRMantra provides these
links to you only as a matter of convenience, and in no event shall HRMantra or
its licensors be responsible for any content, products, or other materials on or
available from such sites. HRMantra provides the Software to you pursuant to the
terms and conditions of this Agreement. You recognize, however, that certain third-party
providers of ancillary software, hardware or Softwares may require your agreement
to additional or different license or other terms prior to your use of or access
to such software, hardware or Softwares.

7. Charges and Payment of Fees

You shall pay all fees or charges to your account in accordance with the fees, charges,
and billing terms in effect at the time a fee or charge is due and payable. Payments
must be made in advance unless otherwise mutually agreed upon in an Order Form or
through the Online Order Center. All payment obligations are noncancelable and all
amounts paid are nonrefundable. You are responsible for paying for all User licenses
ordered for the entire License Term, whether or not such User licenses are actively
used. You must provide HRMantra with valid credit card or approved purchase order
information as a condition to signing up for the Software. An authorized License
Administrator may add licenses by executing an additional written Order Form or
using the Online Order Center. Added licenses will be subject to the following:
(i) added licenses will be coterminous with the preexisting License Term (either
Initial Term or renewal term); (ii) the license fee for the added licenses will
be the then current, generally applicable license fee; and (iii) licenses added
in the middle of a billing month will be charged in full for that billing month.
HRMantra reserves the right to modify its fees and charges and to introduce new
charges at any time, upon at least 30 days prior notice to you, which notice may
be provided by e-mail. All pricing terms are confidential, and you agree not to
disclose them to any third party.

8. Billing and Renewal

HRMantra charges and collects in advance for use of the Software. HRMantra will
automatically renew and bill your credit card or issue an invoice to you each year
or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current
number of total User licenses times the license fee in effect during the prior term,
unless HRMantra has given you at least 30 days prior written notice of a fee increase,
which shall be effective upon renewal and thereafter. Fees for other Softwares will
be charged on an as-quoted basis. HRMantra's fees are exclusive of all taxes, levies,
or duties imposed by taxing authorities, and you shall be responsible for payment
of all such taxes, levies, or duties as applicable to you.

You agree to provide HRMantra with complete and accurate billing and contact information.
This information includes your legal company / entity name, street address, fax,
e-mail address, and name and telephone number of an authorized billing contact and
License Administrator. You agree to update this information within 30 days of any
change to it. If the contact information you have provided is false or fraudulent,
HRMantra reserves the right to delete the Software in addition to any other legal
remedies.

Unless HRMantra in its discretion determines otherwise: (i) entities with headquarters
and a majority of users resident in India will be billed in Indian Rupees and subject
to Indian payment terms and pricing schemes ("Indian Customers"); (ii) all other
entities outside of India will be billed in U.S. dollars or Euros and be subject
to non-Indian payment terms and pricing schemes at the discretion of HRMantra ("Non-Indian
Customers").

If you believe your bill is incorrect, you must contact us in writing within 30
days of the invoice date of the invoice containing the amount in question to be
eligible to receive an adjustment or credit.

9. Non-Payment and Suspension

In addition to any other rights granted to HRMantra herein, HRMantra reserves the
right to suspend or terminate this Agreement and delete the Software if your account
becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears)
are subject to interest of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is less, plus all expenses of collection. You will continue
to be charged for User licenses during any period of suspension. If you or HRMantra
initiates termination of this Agreement, you will be obligated to pay the balance
due on your account computed in accordance with the Charges and Payment of Fees
section above. You agree that HRMantra may charge such unpaid fees to your credit
card or otherwise bill you for such unpaid fees.

HRMantra reserves the right to impose a reconnection fee in the event you are suspended
and thereafter request reinstallation of the Software. You agree and acknowledge
that HRMantra has no obligation to retain Customer Data and that such Customer Data
may be irretrievably deleted if your account is 30 days or more delinquent.

10. Termination upon Expiration/Reduction in Number of Licenses

This Agreement commences on the Effective Date. For all editions, the Initial Term
will be as you elect during the online subscription process or as otherwise mutually
agreed upon in an Order Form, commencing on the date you agree to pay for the Software
by completing the online subscription form, or on the start date of the Order Form.
Upon the expiration of the Initial Term, this Agreement will automatically renew
for successive renewal terms equal in duration to the Initial Term (or one year,
if the Initial Term is greater than one year) at HRMantra's then current fees. Either
party may terminate this Agreement or reduce the number of licenses, effective only
upon the expiration of the then current License Term, by notifying the other party
in writing at least five (5) business days prior to the date of the invoice for
the following term. In the case of free trials, notifications provided through the
Software indicating the remaining number of days in the free trial shall constitute
notice of termination. In the event this Agreement is terminated (other than by
reason of your breach), HRMantra will make available to you a file of the Customer
Data within 30 days of termination if you so request at the time of termination.
You agree and acknowledge that HRMantra has no obligation to retain the Customer
Data, and may delete such Customer Data, more than 30 days after termination.

11. Termination for Cause

Any breach of your payment obligations or unauthorized use of the HRMantra Technology
or Software will be deemed a material breach of this Agreement. HRMantra, in its
sole discretion, may delete the Software if you breach or otherwise fail to comply
with this Agreement. In addition, HRMantra may terminate a free account at any time
in its sole discretion. You agree and acknowledge that HRMantra has no obligation
to retain the Customer Data, and may delete such Customer Data, if you have materially
breached this Agreement, including but not limited to failure to pay outstanding
fees, and such breach has not been cured within 30 days of notice of such breach.

12. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to
enter into this Agreement. HRMantra represents and warrants that it will provide
the Software in a manner consistent with general industry standards reasonably applicable
to the provision thereof and that the Software will perform substantially in accordance
with the online HRMantra help documentation under normal use and circumstances.
You represent and warrant that you have not falsely identified yourself nor provided
any false information to gain access to the Software and that your billing information
is correct.

13. Mutual Indemnification

You shall indemnify and hold HRMantra, its licensors and each such party's parent
organizations, subsidiaries, affiliates, officers, directors, employees, attorneys
and agents harmless from and against any and all claims, costs, damages, losses,
liabilities and expenses (including attorneys' fees and costs)

HRMantra shall indemnify and hold you and your parent organizations, subsidiaries,
affiliates, officers, directors, employees, attorneys and agents harmless from and
against any and all claims, costs, damages, losses, liabilities and expenses (including
attorneys' fees and costs)

14. Disclaimer of Warranties

HRMANTRA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE
RELIABILITY, TIMELINESS, BUG FREE, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY
OR COMPLETENESS OF THE SOFTWARE OR ANY CONTENT. HRMANTRA AND ITS LICENSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SOFTWARE WILL BE SECURE, TIMELY, UNINTERRUPTED
OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY HARDWARE, SOFTWARE, OPERTAING
SYSTEM, BROWSERS OR DATA, (B) THE SOFTWARE OR ITS REPORTS OR OUTPUTS WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SOFTWARES, INFORMATION, OR OTHER MATERIAL PURCHASED
OR OBTAINED BY YOU THROUGH THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS,
(E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SOFTWARE OR THE SERVER(S) THAT
MAKE THE SOFTWARE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE
SOFTWARE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY
DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY HRMANTRA AND ITS
LICENSORS.

15. Internet Delays

HRMANTRA'S SOFTWARES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT
IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. HRMANTRA IS NOT RESPONSIBLE
FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY
PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING
THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS
BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE,
PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED
WITH THIS SOFTWARE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE
SOFTWARE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SOFTWARE, ANY INTERRUPTION,
INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY
FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights

Certain states and/or jurisdictions do not allow the exclusion of implied warranties
or limitation of liability for incidental, consequential or certain other types
of damages, so the exclusions set forth above may not apply to you.

18. Local Laws and Export Control

HRMantra provides Softwares and uses software and technology that may be subject
to Indian Government controls. HRMantra and its licensors make no representation
that the Software is appropriate or available for use in other locations. If you
use the Software from outside India, you are solely responsible for compliance with
all applicable laws, including without limitation export and import regulations
of other countries.

19. Notice

HRMantra may give notice by means of a general notice on the Software, electronic
mail to your e-mail address on record in HRMantra's account information, fax or
by written communication sent by registered post / first class mail or pre-paid
post to your address on record in HRMantra's account information. Such notice shall
be deemed to have been given upon the expiration of 48 hours after mailing or posting
(if sent by registered post, first class mail or pre-paid post) or 12 hours after
sending (if sent by email). You may give notice to HRMantra (such notice shall be
deemed given when received by HRMantra) at any time by any of the following: letter
sent by registered post to HRMantra / letter delivered by nationally recognized
overnight delivery Software or first class postage prepaid mail to HRMantra at the
following addresses (whichever is appropriate): HRMantra software Pvt Ltd,65-70,
Ground Floor,Kesar Residency,Behind Bhagavati Hotel,Charkop Market,Kandivali (West),
Mumbai-400 067, India addressed to the attention of: Director.

20. Modification to Terms

HRMantra reserves the right to modify the terms and conditions of this Agreement
or its policies relating to the Software at any time, effective upon posting of
an updated version of this Agreement on the Software. You are responsible for regularly
reviewing this Agreement as updated on our website. Use of the Software after any
such changes shall constitute your consent to such changes.

21. Assignment; Change in Control

This Agreement may not be assigned by you without the prior written approval of
HRMantra but may be assigned without your consent by HRMantra to (i) a parent or
subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported
assignment in violation of this section shall be void. Any actual or proposed change
in control of you that results or would result in a direct competitor of HRMantra
directly or indirectly owning or controlling 50% or more of you shall entitle HRMantra
to terminate this Agreement for cause immediately upon written notice.

22. General

With respect to all Customers, this Agreement shall be in jurisdiction of the Mumbai
High court, without regard to the choice or conflicts of law provisions of any jurisdiction,
and any disputes, actions, claims or causes of action arising out of or in connection
with this Agreement or the Software shall be subject to the exclusive jurisdiction
of the Mumbai High court. If any provision of this Agreement is held by a court
of competent jurisdiction to be invalid or unenforceable, then such provision(s)
shall be construed, as nearly as possible, to reflect the intentions of the invalid
or unenforceable provision(s), with all other provisions remaining in full force
and effect. No joint venture, partnership, employment, or agency relationship exists
between you and HRMantra as a result of this agreement or use of the Software. The
failure of HRMantra to enforce any right or provision in this Agreement shall not
constitute a waiver of such right or provision unless acknowledged and agreed to
by HRMantra in writing. This Agreement, together with any applicable Order Form,
comprises the entire agreement between you and HRMantra and supersedes all prior
or contemporaneous negotiations, discussions or agreements, whether written or oral,
between the parties regarding the subject matter contained herein.

23. Definitions

As used in this Agreement and in any Order Forms now or hereafter associated herewith:
"Agreement" means these terms of use, any Order Forms, whether written or submitted
online via the Order Center, and any materials available on the HRMantra website
specifically incorporated by reference herein, as such materials, including the
terms of this Agreement, may be updated by HRMantra from time to time in its sole
discretion; "Content" means the audio and visual information, documents, software,
products and Softwares contained or made available to you in the course of using
the Software; "Customer Data" means any data, information or material provided or
submitted by you to the Software in the course of using the Software; "Effective
Date" means the earlier of either the date this Agreement is accepted by selecting
the "I Accept" option presented on the screen after this Agreement is displayed
or the date you begin using the Software; "Initial Term" means the initial period
during which you are obligated to pay for the Software equal to the billing frequency
selected by you during the subscription process (e.g., if the billing frequency
is quarterly, the Initial Term is the first quarter); "Intellectual Property Rights"
means unpatented inventions, patent applications, patents, design rights, copyrights,
trademarks, Software marks, trade names, domain name rights, mask work rights, know-how
and other trade secret rights, and all other intellectual property rights, derivatives
thereof, and forms of protection of a similar nature anywhere in the world; "License
Administrator(s)" means those Users designated by you who are authorized to purchase
licenses online using the Online Order Center or by executing written Order Forms
and to create User accounts and otherwise administer your use of the Software; "License
Term(s)" means the period(s) during which a specified number of Users are licensed
to use the Software pursuant to the Order Form(s); "Order Form(s)" means the form
evidencing the initial subscription for the Software and any subsequent order forms
submitted online or in written form, specifying, among other things, the number
of licenses and other Softwares contracted for, the applicable fees, the billing
period, and other charges as agreed to between the parties, each such Order Form
to be incorporated into and to become a part of this Agreement (in the event of
any conflict between the terms of this Agreement and the terms of any such Order
Form, the terms of this Agreement shall prevail); "Order Center" means HRMantra's
online application that allows the License Administrator designated by you to, among
other things, add additional Users to the Software; "HRMantra" means collectively
HRMantra software Pvt Ltd , an Indian private limited company having its principal
place of business at 65-70, Kesar Residency, charkop market, Kandivali (west), Mumbai –400067,
India "HRMantra Technology" means all of HRMantra's proprietary technology (including
software, hardware, products, processes, algorithms, user interfaces, know-how,
techniques, designs and other tangible or intangible technical material or information)
made available to you by HRMantra in providing the Software; "Software(s)" means
the specific edition of HRMantra's online customer relationship management, billing,
data analysis, or other corporate ERP Softwares identified during the ordering process,
developed, operated, and maintained by HRMantra, accessible via https://www.HRMantra.com
or another designated web site or IP address, or ancillary online or offline products
and Softwares provided to you by HRMantra, to which you are being granted access
under this Agreement, including the HRMantra Technology and the Content; "User(s)"
means your employees, representatives, consultants, contractors or agents who are
authorized to use the Software and have been supplied user identifications and passwords
by you (or by HRMantra at your request).

Questions or Additional Information:

If you have questions regarding this Agreement or wish to obtain additional information,
please send an e-mail to info@HRMantra.com